UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                           FORM 10-Q


X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


        For the quarterly period ended:  JUNE 30, 1998

                            OR

____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


         Commission file number:       0-21714

                        CSB Bancorp, Inc.
     (Exact name of registrant as specified in its charter)

           Ohio                        34-1687530
(State or other jurisdiction of  (I.R.S. Employer Identification
incorporation or organization)   Number)


  6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio  44654
          (Address of principal executive offices)

                         (330) 674-9015
                (Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.

             X  Yes                 No

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.

Common stock, $6.25 par value    2,640,061 shares outstanding at
                                 August 3, 1998.


<PAGE>
                         CSB BANCORP, INC.
                            FORM 10-Q
                   QUARTER ENDED JUNE 30, 1998



                 Part I - Financial Information


ITEM 1 - FINANCIAL STATEMENTS (Unaudited)          Page

Consolidated Balance Sheets                         3

Consolidated Statements of Income                   4

Consolidated Statements of Comprehensive Income     5

Condensed Consolidated Statements of Changes in 
Shareholders' Equity                                6

Condensed Consolidated Statements of Cash Flows     7

Notes to the Consolidated Financial Statements      8


ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS 
          OF FINANCIAL CONDITION AND RESULTS OF 
          OPERATIONS                               16

ITEM 3   QUALITATIVE AND QUANTITATIVE DISCLOSURE 
         ABOUT MARKET RISK                         19



              Part II - Other Information

Other Information                                  20

Signatures                                         22

<PAGE>
<TABLE>
                       CSB BANCORP, INC.
                    CONSOLIDATED BALANCE SHEETS
                           (Unaudited)

<CAPTION>
                                                  June 30,    December 31,
                                                   1998          1997
<S>                                              <C>            <C>
ASSETS
Cash and noninterest-bearing deposits with banks $  8,444,444   $  8,090,785
Interest-bearing deposits with banks                  168,479         31,257
Federal funds sold                                  8,643,000      6,213,000
                                                   ----------     ----------
  Total cash and cash equivalents                  17,255,923     14,335,042
Time deposits with other institutions               3,000,000      3,000,000
Securities available for sale, at fair value       25,106,384     28,042,412
Securities held to maturity (Fair values of
  $55,302,669 in 1998 and $59,773,637 in 1997)     53,992,662     58,385,434
Loans
  Total loans                                     186,575,869    179,676,242
  Allowance for loan losses                         2,172,810      2,349,039
                                                  -----------    -----------
    Net loans                                     184,403,059    177,327,203
Premises and equipment, net                         4,094,487      3,601,254
Accrued interest receivable and other assets        3,669,305      3,750,570
                                                  -----------    -----------
   Total assets                                  $291,521,820   $288,441,915
                                                  ===========    ===========

LIABILITIES
Deposits
  Noninterest-bearing                            $ 22,777,879   $ 24,678,146
  Interest-bearing                                220,074,255    216,525,123
                                                  -----------    -----------
    Total deposits                                242,852,134    241,203,269
Securities sold under repurchase agreements         7,576,622      7,290,759
Federal Home Loan Bank borrowings                  10,626,129     11,686,863
Accrued interest payable and other liabilities        981,342        986,544
                                                  -----------    -----------
  Total liabilities                               262,036,227    261,167,435

SHAREHOLDERS' EQUITY
Common stock, $6.25 par value:  9,000,000 shares 
  authorized; 1998   2,646,461 shares issued; 
  1997   1,314,591 shares issued                   16,540,386      8,216,191
Additional paid-in capital                          5,609,653      5,135,899
Retained earnings                                   7,320,711     13,907,908
Treasury stock at cost: 6,400 shares                  (56,000)       (56,000)
Unrealized gain on securities available for sale       70,843         70,482
                                                   ----------     -----------
   Total shareholders' equity                      29,485,593     27,274,480
                                                   ----------     -----------
   Total liabilities and shareholders' equity    $291,521,820   $288,441,915
                                                  ===========    ============

</TABLE>

See accompanying notes to consolidated financial statements.


<TABLE>

                      CSB BANCORP, INC.
              CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)

<CAPTION>
                            Three Months Ended            Six Months Ended
                                 June 30,                      June 30,
                            1998        1997                1998        1997
<S>                       <C>           <C>              <C>           <C>
Interest income
 Loans, including fees    $4,568,582    $4,066,951       $ 8,963,490   $ 8,101,361
 Taxable securities          672,465       897,670         1,419,169     1,505,016
 Nontaxable securities       467,097       344,309           922,601       621,999
   Other                     112,265       148,649           216,471       460,397
                           ---------      --------         ---------    ----------
  Total interest income    5,820,409     5,457,579        11,521,731    10,688,773
 
Interest expense
 Deposits                  2,606,214     2,426,912         5,167,687     4,704,140
 Other                       232,980       240,058           477,199       479,086
                           ---------     ---------        ----------    ----------
  Total interest expense   2,839,194     2,666,970         5,644,886     5,183,226
                           ---------     ---------        ----------    ----------
Net interest income        2,981,215     2,790,609         5,876,845     5,505,547


Provision for loan losses     98,735        98,736           196,385       200,424
                             -------       -------           -------       --------
Net interest income after 
 provision 
 for loan losses           2,882,480     2,691,873         5,680,460     5,305,123
                           ---------     ---------         ---------     ---------
Other income
 Service charges on deposit
   accounts                  178,610       164,118           359,989       335,782
 Gain on sale of loans         3,529                           3,529       220,176
 Other income                161,799       128,495           298,299       214,424
                           ---------      --------         ---------      --------
Total other income           343,938       292,613           661,817       770,382

Other expense
 Salaries and employee 
  benefits                   870,415       777,962         1,674,790     1,514,804
 Occupancy expense            90,091        73,607           165,390       157,349
 Equipment expense           129,978       114,026           244,168       221,949
 State franchise tax          97,041        86,752           192,241       169,111
   Other expense             572,053       488,802         1,068,013       970,674
                            --------       -------        ----------     ---------
Total other expense        1,759,578     1,541,149         3,344,602     3,033,887
                           ---------     ---------        ----------     ---------
Income before income taxes 1,466,840     1,443,337         2,997,675     3,041,618
Provision for income taxes   380,800       460,001           795,886       883,701
                           ---------     ---------        ----------     ---------
Net income                $1,086,040    $  983,336       $ 2,201,789   $ 2,157,917
                           =========     =========        ==========     =========
Basic and diluted earnings
  per common share        $      .41    $      .38       $       .84   $       .83
                           =========     =========        ==========     =========

</TABLE>

See accompanying notes to the consolidated financial statements.








<TABLE>
                     CSB BANCORP, INC.
        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
                          (Unaudited)

<CAPTION>


                                   Three Months Ended         Six Months Ended
                                          June 30,                 June 30,
                                     1998        1997          1998        1997
<S>                              <C>           <C>           <C>         <C>
Net income $                      1,086,040    $  983,336    $2,201,789  $2,157,917
Other comprehensive income,
 Net of tax:  Unrealized gains
 (losses) arising during period      (7,021)       84,333           361         (60)
                                  ---------     ---------     ---------   ---------
Comprehensive income             $1,079,019    $1,067,669    $2,202,150  $2,157,857
                                  =========     =========     =========   =========

</TABLE>

<TABLE>
                                     CSB BANCORP, INC.
                     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES 
                                 IN SHAREHOLDERS' EQUITY
                                        (Unaudited)
<CAPTION>
                                    Three Months Ended             Six Months Ended
                                          June 30,                       June 30,
                                   1998            1997              1998        1997
<S>                              <C>           <C>              <C>            <C>
Balance at beginning of period   $28,542,717   $24,518,736      $27,274,480    $23,426,480

Net income                         1,086,040       983,336        2,201,789      2,157,917

Common stock issued under
  the dividend reinvestment
  program and 401(k) plan            127,681        79,794          536,264        302,766

Cash dividends ($.10 and $.20
  per share in 1998; $.085 and
  $.17 per share in 1997)           (263,824)     (221,227)        (527,301)      (442,131)

Change in unrealized gain/loss
  on securities available for sale    (7,021)       84,333              361            (60)
                                  ----------    ----------       ----------     ----------
Balance at end of period         $29,485,593   $25,444,972      $29,485,593    $25,444,972
                                  ==========    ==========       ==========     ===========
</TABLE>

See accompanying notes to the consolidated financial statements.

<TABLE>
                                      CSB BANCORP, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

<CAPTION>
                                                           Six Months Ended
                                                               June 30,
                                                            1998       1997
<S>                                                     <C>           <C>
Net cash from operating activities                      $ 2,617,544   $  1,359,203

Cash flows from investing activities
  Securities available for sale
   Proceeds from maturities                               7,000,000      3,000,000
   Purchases                                             (4,003,044)   (18,957,238)
  Securities held to maturity
   Proceeds from maturities, calls and repayments         6,179,734      4,906,150
   Purchases                                             (1,805,037)   (20,118,784)
  Net change in loans                                    (7,745,245)   (12,313,578)
  Loan sale proceeds                                        489,529     10,766,167
  Purchase of premises and equipment, net                  (695,557)      (437,076)
                                                        -----------    -----------
    Net cash from investing activities                     (579,620)   (33,154,359)
                                                        -----------    ------------
Cash from financing activities
  Net change in deposits                                  1,648,865     13,086,173
  Net change in repurchase agreements                       285,863        321,871
  Principle reductions on FHLB borrowings                (1,060,734)      (773,066)
  Advance on FHLB borrowings                                             1,289,309
  Shares issued for 401(k) Plan                             454,181        180,434
  Cash dividends paid, net of dividend reinvestment        (445,218)      (319,799)
                                                         -----------    -----------
    Net cash from financing activities                      882,957     13,784,922
                                                         -----------    -----------
Net change in cash and cash equivalents                   2,920,881    (18,010,234)

Beginning cash and cash equivalents                      14,335,042     30,317,756
                                                         ----------    -----------
Ending cash and cash equivalents                        $17,255,923   $ 12,307,522
                                                         ==========    ===========

Supplemental disclosures
  Interest paid                                         $ 5,666,920   $  5,192,682
  Income taxes paid                                         775,000        983,866

</TABLE>


See accompanying notes to the consolidated financial statements.
<PAGE>
                             CSB BANCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include accounts
of CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial
and Savings Bank (together referred to as the "Company").  All
significant intercompany transactions and balances have been
eliminated.

These interim financial statements are prepared without audit and
reflect all adjustments of a normal recurring nature which, in the
opinion of management, are necessary to present fairly the
consolidated financial position of CSB at June 30, 1998, and results
of operations and cash flows for the periods presented.  The
accompanying consolidated financial statements do not contain all
necessary financial disclosures required by generally accepted
accounting principles that might otherwise be necessary in the
circumstances.  The Annual Report for CSB for the year ended
December 31, 1997, contains consolidated financial statements and
related notes which should be read in conjunction with the
accompanying consolidated financial statements.

The Company is engaged in the business of commercial and retail
banking and trust services, with operations conducted through its
main office and eight branches located in Millersburg, Ohio, and
nearby communities.  These communities are the source of
substantially all deposit, loan and trust activities.  The majority
of the Company's income is derived from commercial and retail
lending activities and investments in securities.

To prepare financial statements in conformity with generally
accepted accounting principles, management makes estimates and
assumptions based on available information.  These estimates and
assumptions affect amounts reported in the financial statements and
the disclosures provided, and future results could differ.  The
allowance for loan losses, realization of deferred tax assets, fair
value of certain securities and determination and carrying value of
impaired loans are particularly subject to change.

The allowance for loan losses is a valuation allowance, increased by
the provision for loan losses and decreased by charge-offs less
recoveries.  Management estimates the allowance required based on
past loan loss experience, known and inherent risks in the
portfolio, information about specific borrower situations and
estimated collateral values, economic conditions and other factors. 
Allocations of the allowance may be made for specific loans, but the
entire allowance is available for any loans that, in management's
judgement, should be charged-off.

Loan impairment is reported when full payment under the loan terms
is not expected.  If a loan is impaired, a portion of the allowance
is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing interest
rate or at the fair value of collateral if repayment is expected
solely from the collateral.  Loans are evaluated for impairment when
payments are delayed, typically 90 days or more, or when the
internal grading system indicates a doubtful classification.



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Smaller balance homogeneous loans are evaluated for impairment in
total.  Such loans include residential first mortgage loans secured
by one- to four-family residences, residential construction loans
and automobile, home equity and second mortgage loans less than
$100,000.  Commercial loans and mortgage loans secured by other
properties are evaluated individually for impairment.

The Company records income tax expense based on the amount of tax
due on its tax return plus deferred taxes computed based on the
expected future tax consequences of temporary differences between
the carrying amounts and tax bases of assets and liabilities, using
enacted tax rates.

Statement of  Financial Accounting Standards ("SFAS") No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," was adopted by the Company in 1997. 
SFAS 125 revises the accounting for transfers of financial assets
such as loans and securities, and for distinguishing between sales
and secured borrowings.  The adoption of the portions of SFAS No.
125 relating to securities lending, repurchase agreements and other
similar transactions are not required to be adopted until 1998. 
SFAS 125 did not have a material impact on the Company's financial
statements.

On April 30, 1998, a two-for-one stock split in the form of a 100%
stock dividend was distributed to shareholders of record as of March
31, 1998.  All share and per share data was restated to reflect the
stock split. 

SFAS No. 128, "Earnings Per Share," became effective for the company
in 1997.  SFAS 128 requires dual presentation of basic and diluted
earnings per share ("EPS") for entities with complex capital
structures.  All prior EPS data has been restated to conform to the
new method.  Basic EPS is based on net income divided by the
weighted average number of shares outstanding during the period. 
Diluted EPS shows the dilutive effect of additional common shares
issuable under stock options.  The weighted average number of shares
outstanding for basic EPS was 2,637,702 and 2,631,830 for the three
and six month periods ended June 30, 1998 and 2,602,846 and
2,597,778 for the three and six month periods ended June 30, 1997. 
The weighted average number of shares outstanding for diluted EPS,
which includes the effect of stock options granted using the
treasury stock method, was 2,638,658 and 2,632,753 for the three and
six month periods ended June 30, 1998 and 2,603,538 and 2,598,470
for the three and six month periods ended June 30, 1997.  There was
no per share dilution as a result of the stock options in 1997 or
1998.




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SFAS No. 129, "Disclosures of Information about Capital Structure,"
consolidated existing accounting guidance relating to disclosure
about a company's capital structure.  Public companies generally
have always been required to make disclosures now required by SFAS
129 and, therefore, SFAS 129 did not impact the Company's
disclosures.

SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements.  SFAS 130 is effective for the
Company in 1998.  Reclassification of financial statements for
earlier periods provided for comparative purposes is required.  The
information required by SFAS 130 is included in these financial
statements.

SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," changes the way public business enterprises
report information about operating segments in annual financial
statements and requires those enterprises report selected
information about reportable segments in interim financial reports
issued to shareholders.  It also establishes standards for related
disclosures about products and services, geographic areas and major
customers.  SFAS 131 becomes effective for the Company in 1998.

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities"   SFAS 133 requires companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value. 
Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting.  The key
criterion for hedge accounting is that the hedging relationship must
be highly effective in achieving off-setting changes in fair value
or cash flows.  SFAS 133 does not allow hedging of a security which
is classified as held to maturity, accordingly, upon adoption of
SFAS 133, companies may reclassify any security from held to
maturity to available for sale if they wish to be able to hedge the
security in the future.  SFAS 133 is effective for fiscal years
beginning after June 15, 1999 with early adoption encouraged for any
fiscal quarter beginning July 1, 1998 or later, with no retroactive
application.  Management does not expect the adoption SFAS 133 to
have a significant impact on the Corporation's financial statements.

<PAGE>
<TABLE>
NOTE 2 - SECURITIES

The amortized cost and fair values of securities are as follows:
<CAPTION>
                                               June 30, 1998
                                            Gross           Gross
                               Amortized    Unrealized      Unrealized  Fair
                               Cost         Gains           Losses      Value
<S>                          <C>            <C>              <C>        <C>
Available for sale
 Debt securities
  U.S. Treasury securities   $10,023,324    $   69,957       $      0   $10,093,281
  U.S. Government agencies    12,980,123        42,151         (4,771)   13,017,503
                             -----------    ---------        --------    ----------
  Total debt securities       23,003,447       112,108         (4,771)   23,110,784
 Other securities              1,995,600             0              0     1,995,600
  Total securities available
   for sale                  $24,999,047    $  112,108       $ (4,771)  $25,106,384
                              ==========    ==========       =========   ===========
Held to maturity
 U.S. Treasury securities    $12,125,645    $  119,197       $      0   $12,244,842
 U.S. Government agencies      4,989,779        18,346         (2,500)    5,005,625
 Obligations of state and
   political subdivisions     36,877,238     1,188,195        (13,231)   38,052,202
                              ----------    ----------        --------   -----------
     Total debt securities
      held to maturity       $53,992,662    $1,325,738       $(15,731)  $55,302,669
                              ==========     =========       =========   ===========

NOTE 2 - SECURITIES (Continued)

                                                 December 31, 1997
                                               Gross           Gross
                              Amortized     Unrealized       Unrealized     Fair
                                Cost          Gains            Losses       Value

<S>                          <C>            <C>              <C>        <C>
Available for sale
 Debt securities
  U.S. Treasury securities   $16,021,859    $   72,864       $   (349)  $16,094,374
  Obligations of U.S. 
   government
   corporations and agencies   9,978,862        40,872         (6,596)   10,013,138
                              ----------      --------        -------    ----------
  Total debt securities 
   available
   for sale                   26,000,721       113,736         (6,945)   26,107,512
 Other securities              1,934,900                                  1,934,900
                              ----------      --------         -------   ----------
    Total securities 
      available
      for sale               $27,935,621    $  113,736       $ (6,945)  $28,042,412
                              ==========      ========        ========   ==========
Held to maturity
 U.S. Treasury securities    $15,121,855    $  130,739       $ (1,095)  $15,251,499
 Obligations of U.S. 
   government
   corporations and agencies   7,540,006        11,870         (6,343)    7,545,533
 Obligations of states and
   political subdivisions     35,723,573     1,262,675         (9,643)   36,976,605
                              ----------    ----------        --------   ----------
    Total securities held to 
     maturity                $58,385,434    $1,405,284       $(17,081)  $59,773,637
                              ==========     =========         ======    ==========
</TABLE>

No securities were sold during the first six months of 1998 or 1997. 

<TABLE>
The amortized cost and fair values of debt securities 
at June 30, 1998, by contractual maturity, are shown below.  

<CAPTION>
                             Available-for-sale securities       Held-to-maturity securities
                             Amortized           Fair            Amortized        Fair
                             Cost                Value           Cost             Value
<S>                         <C>                <C>              <C>             <C>
Due in one year or less     $ 9,984,459        $10,007,805      $ 8,936,581     $ 8,979,204
Due from one to five years   13,018,988         13,102,979       13,521,694      13,753,233
Due from five to ten years            0                  0       15,795,000      16,389,695
Due after ten years                   0                  0       15,739,387      16,180,537
Mortgage-backed                       0                  0                0               0
                              ---------         ----------       ----------      ----------
                            $23,003,447        $23,110,784      $53,992,662     $55,302,669
                             ==========         ==========       ==========      ===========
/TABLE
<PAGE>

NOTE 3   LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans consisted of the following:

                         June 30, 1998       December 31, 1997

Commercial                 $ 82,652,945         $ 80,260,550
Commercial real estate       30,787,270           30,407,670
Residential real estate      52,582,193           49,049,948
Installment and credit card  16,553,312           16,450,211
Construction                  4,000,149            3,507,863
                             ----------          ------------
   Total loans             $186,575,869         $179,676,242
                            ===========          ============

During the first six months of 1998, the Company received $490,000
in proceeds from mortgage loan sales.  A gain of $3,529 was
recognized on this sale.  During the first six months of 1997, the
Company received $10.8 million in proceeds from mortgage loan sales. 
A gain of $220,176 was recognized on this sale.

Activity in the allowance for loan losses for the six months ended
June 30, 1998 and 1997 is as follows:

                                 1998         1997

Beginning balance             $2,349,039      $2,120,845
Provision for loan losses        196,385         200,424
Loans charged off               (389,005)       (124,835)
Recoveries                        16,391          27,490 
                               ---------       --------- 
Ending balance                $2,172,810      $2,223,924 
                               =========       =========

Impaired loans at June 30, 1998 and December 31, 1997 is as follows:

                                 June 30,       December 31,
                                   1998            1997

Loans with no allowance for 
  loan losses
  allocated                   $   72,944          $        0
Loans with allowance for 
  loan losses
  allocated                    1,325,004           1,384,000
Amount of allowance allocated    175,407             437,000

NOTE 3   LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

Impaired loans for the six months ended June 30, 1998 and 1997, is
as follows:

                                     1998        1997
Average of impaired loans          $1,391,000   $1,174,000
Interest income recognized 
 during impairment                     35,301       35,849
Cash basis interest income recognized  34,212       30,851




NOTE 4 - FEDERAL HOME LOAN BANK BORROWINGS

The Company borrows from the Federal Home Loan Bank (FHLB) to fund
certain fixed-rate residential real estate loans.  At June 30, 1998,
the Company had 189 outstanding borrowings from the FHLB.  These
borrowings carry fixed interest rates ranging from 5.60% to 7.15%
and maturities of 10, 15, and 20 years. The Company matches each
borrowing against a fixed-rate mortgage loan with a similar
maturity.  Monthly principal and interest payments are due on the
borrowings.  In addition, a principal curtailment of 10% of the
outstanding principal balance is due on the anniversary date of each
borrowing.  FHLB borrowings are collateralized by FHLB stock and a
blanket pledge on $15.9 million of qualifying mortgage loans at June
30, 1998.


NOTE 5   COMMITMENTS, OFF-BALANCE SHEET RISK, AND CONTINGENCIES

The Company is a party to financial instruments with off-balance
sheet risk in the normal course of business to meet customer
financing needs.  These financial instruments include commitments to
make or purchase loans, undisbursed lines of credit, undisbursed
credit card balances and letters of credit.  The Company's exposure
to credit loss in case of nonperformance by the other party to the
financial instrument is represented by the contractual amount of
those instruments.  The Company follows the same credit policy to
make such commitments as it uses for those loans recorded on the
balance sheet.

At June 30, 1998 and December 31, 1997, commitments to make loans,
primarily in the form of undisbursed portions of approved lines of
credit, amounted to approximately $30.4 million and $29.0 million,
substantially all of which carried adjustable rates of interest. 
Commitments under outstanding standby letters of credit amounted to
$747,000 at June 30, 1998 and $820,000 at December 31, 1997.  Since
many commitments to make loans expire without being used, the amount
does not necessarily represent future cash commitments.  Collateral
obtained relating to these commitments is determined using
management's credit evaluation of the borrower and may include real
estate, vehicles, business assets, deposits and other items.

NOTE 5   COMMITMENTS, OFF-BALANCE SHEET RISK, AND CONTINGENCIES
(Continued)

The Company sold $490,000 in residential mortgage loans during 1998
and $10.8 million during 1997.  The Company has agreed to repurchase
individual loans if they become delinquent by greater than ninety
days.  A recourse obligation has been established by management
based on past loan loss experience, and other factors.  This
liability is not material.

Occasionally, various contingent liabilities arise that are not
recorded in the financial statements, including claims and legal
actions arising in the ordinary course of business.  In the opinion
of management, after consultation with legal counsel, ultimate
disposition of these matters is not expected to have a material
affect on financial condition or results of operations.

                      CSB BANCORP, INC.
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS 

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion focuses on the consolidated financial
condition of CSB Bancorp, Inc. (the Company) at June 30, 1998,
compared to December 31, 1997, and the consolidated results of
operations for the quarterly period ending June 30, 1998 compared to
the same period in 1997.  The purpose of this discussion is to
provide the reader with a more thorough understanding of the
consolidated financial statements.  This discussion should be read
in conjunction with the interim consolidated financial statements
and related footnotes. 

Forward-looking statements contained in this discussion involve
risks and uncertainties and are subject to change based on various
important factors.  Actual results could differ from those expressed
or implied.  The Company is not aware of any trends, events or
uncertainties that will have or are reasonably likely to have a
material effect on the liquidity, capital resources or operations
except as discussed herein.  Also, the Company is not aware of any
current recommendations by regulatory authorities that would have
such effect if implemented.


FINANCIAL CONDITION

Total securities decreased approximately $7.3 million during the
first half of 1998 as maturing investment securities were used to
fund loan activity.  Since one of the primary functions of the
securities portfolio is to provide a source of liquidity, it is
structured such that security maturities and cash flows satisfy the
Company's liquidity needs and asset-liability management
requirements.  At June 30, 1998, approximately 24% of the securities
portfolio matures within one year.

Total loans increased $6.9 million, or 3.8%, during the first six
months of 1998.  Residential real estate loans increased $3.5
million, or 7.2% and commercial loans increased $2.4 million, or
3.0%.  These increases were primarily a result of increased loan
demand in the Company's service area as the local economy remains
strong.  The commercial loans are generally variable-rate and based
on the Prime rate and may be unsecured or collateralized by business
or farm equipment.  These loans are generally of higher risk than
residential mortgage loans. 

As a percentage of loans, the allowance for loan losses was 1.16% at
June 30, 1998 and 1.31% at December 31, 1997.  Impaired loans were
approximately $1.4 million, or 0.75% of total loans, at June 30,
1998, compared to 0.77% of loans at December 31, 1997.  These
credits are considered in management's analysis of the allowance for
loan losses.

Premises and equipment increased $493,000, or 13.7%, during the
first six months of 1998.  This was primarily due to the completion
of the Shreve office, which opened in March 1998.  Additional
investment was made in the design and plan of the new operations
center, which should be completed in 1999.

At June 30, 1998, the ratio of net loans to deposits was 75.9%,
compared to 73.5% at the end of 1997 due to the increase in loans
discussed earlier.  Total deposits increased $1.6 million, or 0.7%
during the first six months of 1998.  Historically, the Company has
experienced a decline in overall deposit balances during the first
half of the year. 

Total shareholders' equity was increased in part by year-to-date net
income of $2.2 million, less $527,000 of cash dividends declared. 
The cash dividend represents 24% of net income for the first half of
1998.  Also contributing to capital was the dividend reinvestment
program (DRIP) and the purchase of stock by the Company's 401(k)
retirement plan which increased equity approximately $536,000 during
the first half of 1998.  

The Company and its subsidiary meet all regulatory capital
requirements and are considered to be "well capitalized" at June 30,
1998.  The Company's ratio of total capital to risk-weighted assets
was 17.23% at June 30, 1998, while Tier 1 risk-based capital ratio
was 16.05%.  Regulatory minimums call for a total risk-based capital
ratio of 8%, at least one-half of which must be Tier 1 capital.  The
Company's leverage ratio was 10.24% at June 30, 1998, which exceeds
the regulatory minimum of 3% to 5%.


RESULTS OF OPERATIONS

Net income for the six months ended June 30, 1998 was $2.2 million,
or $0.84 per share, remaining comparable to $2.2 million or $0.83
per share earned during the same period last year, an increase of
$44,000, or 2.0%.  Second quarter net income was $1.1 million, or
$0.41 per share, in 1998, compared to $983,000, or $0.385 per share
for the second quarter of 1997.  The primary factor contributing to
this increase was the increase in net interest income.

Net interest income was $5.9 million for the first six months of
1998, a 6.7% increase from 1997.  Interest and fees on loans
increased $862,000, or 10.6%, which resulted primarily from a higher
average balance of loans.  Also, as deposit funds were invested in
securities from federal funds sold, interest on securities increased
$215,000 and other interest income decreased $244,000 for the first
half of 1998, compared to the first half of 1997. Net interest
income for the second quarter of 1998 totaled $3.0 million, up 6.8%
from $2.8 million in the second quarter of 1997.  Most of this
increase resulted from the increase in total loans.  Income from
taxable investments decreased $225,000 or 25.1% from the second
quarter of 1997 to 1998, while income from nontaxable securities
increased $123,000 or 35.7% for the same period.  

Interest expense increased $462,000, or 8.9% for the six months
ended June 30, 1998, compared to the six months ended June 30, 1997. 
This increase was the result of increased volumes on interest-bearing accounts 
and slightly higher rates.  For the second quarter
of 1998 compared to the same period in 1997, interest expense
increased $172,000 or 6.5%.  The changes were primarily volume
related.  

The provision for loan losses was $99,000 for the second quarter of
1998 and $196,000 during the first half of 1998, remaining virtually
unchanged from the provisions for comparable periods in 1997.  These
provisions were made in recognition of continued loan origination
volume, primarily in the commercial loan portfolio which typically
carries a higher risk of loan loss.

Other income for the first half of 1998 decreased approximately
$109,000, primarily as a result of the $220,000 gain on the sale of
loans in 1997 discussed above.  The decrease was partially offset by
an $84,000, or 39.1% increase in other income, primarily as a result
of an increase in trust and financial services income.  Noninterest
income for the second quarter of 1998 increased $51,000, or 17.5%. 


Other expenses increased $218,000 or 14.2% for the three months
ended June 30, 1998 and $311,000, or 10.2%, for the six months ended
June 30, 1998, compared to the same periods in 1997.  Management
continues to monitor the Company's efficiency ratio by maintaining
increases in other operating costs at low levels.  Salaries and
employee benefits increased by 11.9% in the second quarter and 10.6%
for the six month period, and state franchise taxes increased as a
result of 1997 earnings retention.  The increase in salaries and
employee benefits is in part due to normal merit increases and the
staffing of the new branch office in Shreve, Ohio.  Ohio's state
franchise tax for financial institutions is based on the level of
capital at the previous year-end.  The provisions for income taxes
of $381,000 for the second quarter and $796,000 during the first
half of 1998 reflected an effective rate of 26.0% and 26.6%,
compared to effective rates of 31.9% and 29.1% for the same time
periods in 1997.  The decrease in effective rates resulted from
increased nontaxable interest income.

 
YEAR 2000 ISSUE

Many computer programs use only two digits to identify a year in the
date field and were apparently designed and developed without
considering the impact of the upcoming change in the century.  Such
programs could erroneously read entries for the Year 2000 as the
Year 1900.  This could result in major systems failures and
miscalculations.  Rapid and accurate data processing is essential to
the operations of the financial institutions, such as the Company. 
The Company has formed a Year 2000 committee to assess the extent to
which its information technology, non information technology and its
outside vendors may be adversely affected by the Year 2000 problems. 
Management is in the process of determining which programs are or
will be capable of identifying the turn of the century.  The issue
is closely monitored by management and full compliance is expected
by the end of 1998.  While the Company does not anticipate that any
Year 2000 computer problems or expenses required to correct such
problems will materially affect its financial condition or results
of operations, no assurance can be given in this regard.  The
Company is in the process of designing a contingency plan for each
mission-critical application.  The completion of this plan is
scheduled for September 30, 1998.



ITEM 3 - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes in the quantitative and
qualitative disclosures about market risks as of June 30, 1998 from
that presented in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.






                        CSB BANCORP, INC.
                          FORM 10-Q
                   Quarter ended June 30, 1998
                   PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings:
          There are no matters required to be reported under this
item.

Item 2 -  Changes in Securities:
         There are no matters required to be reported under this
item.

Item 3 -  Defaults Upon Senior Securities:
         There are no matters required to be reported under this
item.

Item 4 -  Submission of Matters to a Vote of Security Holders:

On April 8, 1998, the Company held the Annual Meeting of
Shareholders at which the following issues were voted on:

Shareholders voted upon the election of three (3) directors for
Class I Nominees for three-year terms expiring in 2000.  The results
of the voting on these matters were as follows:

       Nominee             Votes for     Withheld

       David W. Kaufman    1,149,226     7,789
       H. Richard Maxwell  1,060,350   105,623
       Samuel M. Steimel   1,149,844     7,170

One (1) director was elected for a one-year term expiring in 1999:
       Douglas D. Akins    1,150,699     6,316

The following are directors who were not up for election at the
meeting and whose terms of office as directors continued after the
meeting:

J. Thomas Lang
Vivian A. McClelland
Daniel J. Miller
Samuel P. Riggle, Jr.
David C. Sprang

Shareholders voted on an increase in the authorized shares from
3,000,000 to 9,000,000.  The results of the voting were as follows:

           Votes for        Votes against      Withheld 
           1,025,349           131,013            612



Item 5 -  Other Information:
          There are no matters required to be reported under this
item.

Item 6 -   Exhibits and Reports on Form 8-K:

           (a)  Exhibits
           3.1  Amended Articles of Incorporation of CSB Bancorp,
Inc. (incorporated by reference to Registrant's 1994 Form 10-KSB).
3.2  Code of Regulations of CSB Bancorp, Inc. (incorporated by
reference to Registrant's Form 10-SB).

4    Form of Certificate of Common Shares of CSB Bancorp, Inc.
(incorporated by reference to Registrant's Form 10-SB).

10   Leases for the Clinton Commons, Berlin and Charm Branch Offices
of The Commercial and Savings Bank (incorporated by reference to
Registrant's Form 10-SB).

11   Statement Regarding Computation of Per Share Earnings
(reference is hereby made to Consolidated Statements of Income on
page 5 hereof.)  

27   Financial Data Schedule


(b)  Reports on Form 8-K:  No reports on Form 8-K were filed during
the quarter for which this report is filed.



                           CSB BANCORP, INC.
                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                       CSB BANCORP, INC.
                                       (Registrant)



Date: August 13, 1998                     /s/  Douglas D. Akins
                                           (Signature)
                                           Douglas D. Akins
                                           President 
                                           Chief Executive Officer




Date: August 13, 1998                     /s/  A. Lee Miller
                                           (Signature)
                                           A. Lee Miller
                                           Senior Vice President
                                           Chief Financial Officer



<PAGE>

                          CSB BANCORP, INC.
                          Index to Exhibits


Exhibit                                           Sequential
Number             Description of Document        Page

3.1    Amended Articles of Incorporation of 
       CSB Bancorp, Inc. (incorporated by reference
       to Registrant's 1994 Form 10-KSB).

3.2    Code of Regulations of CSB Bancorp, Inc.
       (incorporated by reference to Registrant's 
       Form 10-SB).

4      Form of Certificate of Common Shares of CSB
       Bancorp, Inc. (incorporated by reference to 
       Registrant's Form 10-SB).

10     Leases for the Clinton Commons, Berlin 
       and Charm Branch Offices of The Commercial 
       and Savings Bank (incorporated by reference 
       to Registrant's Form 10-SB).

11    Statement Regarding Computation of Per 
      Share Earnings (reference is hereby 
      made to Consolidated Statements of 
      Income on page 5 hereof.)  

27    Financial Data Schedule